NeuraRank Terms & Conditions

5. Services, scope and changes

We will provide the Services described in the accepted Order with reasonable care and skill. At the date of these Terms, NeuraRank publicly offers one managed service: Managed CNC Search & RFQ. Any additional or bespoke service is supplied only if its scope is set out in an accepted Order. The Order controls the actual scope, deliverables, timing and fees. We may use reasonable professional judgement to organise and deliver agreed work.

For audits, AI Assistant access, dashboards, reports, website/capability-page work, search visibility, content, RFQ journey improvements, lead capture, workflow tools, automation or advice, the Order or applicable service description identifies what is included. A custom RFQ Automation Order should also describe the intended workflow and integrations, requirements and exclusions, dependencies, milestones or estimated delivery, acceptance criteria where appropriate, project/setup and support fees, ongoing support/maintenance, and any usage limits.

A material change or work outside the agreed scope requires written approval from both parties before it begins. The change record will describe any effect on scope, fees, dependencies and timing. Informal requests do not silently expand an Order. NeuraRank will not materially remove a core contracted deliverable during an active term without agreeing an appropriate alternative or other handling with the Customer.

8. Fees, invoicing and payment

The Order states the applicable package or project fees, billing frequency, setup or project fee, payment date and any agreed additional charges. Fees are exclusive of VAT unless stated otherwise; VAT will be added if legally chargeable. Third-party charges, advertising spend and out-of-scope work are excluded unless the Order says otherwise. We will obtain written approval for chargeable additional work.

Unless an Order states a different date, invoices are payable within 14 days of the invoice date. If the Customer disputes an invoice in good faith, it should promptly explain the basis of the dispute and pay any undisputed amount by the due date; the parties will work to resolve the issue. Payments may be processed by Stripe or another provider identified during checkout; the provider's payment terms also apply. If a payment fails or is overdue, contact us promptly. We may charge interest and reasonable recovery costs where entitled under applicable late-payment law, and may suspend affected Services under clause 15 after notice where reasonably practicable.

A setup or project fee is payable at the time stated in the Order, ordinarily before substantive setup or implementation begins. Once work has begun, the Customer remains liable for the fee for work performed and any approved, non-cancellable third-party commitments. This does not remove a remedy available where NeuraRank materially breaches the contract, nor create an arbitrary cancellation charge.

10. Customer responsibilities

The Customer will provide accurate business and technical information, content and assets, timely decisions and approvals, suitable personnel, and the website, account, API or integration access reasonably needed for the agreed Services. It must keep credentials secure, limit access to authorised users, and promptly tell us about suspected compromise.

The Customer confirms it has the rights and authority to provide materials, personal data, drawings, CAD files, specifications, images, credentials and system access, and that doing so and our agreed use of them will be lawful. It must check the accuracy of its capabilities, technical claims, certifications, pricing, availability, compliance statements and other supplied information before publication or use.

If missing information, access, approval or another Customer dependency materially delays work, the timetable will be adjusted reasonably to reflect the effect. This does not excuse a delay caused by NeuraRank.

11. Technology, third parties and availability

We may use employees, contractors and third-party providers for hosting, databases, authentication, email, payment processing, AI, automation, APIs, integrations or other agreed functions. A provider may change, interrupt or discontinue its service, or apply its own terms and privacy information. NeuraRank does not control independent providers, search engines, client systems or buyers and cannot guarantee their continuous availability or unchanged behaviour.

We will use reasonable care in configuring and delivering work that we have agreed to perform. This clause does not excuse our own failure to do so with reasonable care and skill. Services may be unavailable temporarily for maintenance, security work, emergency changes or a third-party outage. We will use reasonable efforts to minimise material disruption.

AI-assisted outputs can be inaccurate or incomplete. We do not promise any particular model training practice, data location, retention period, zero-retention arrangement or certification unless that promise is expressly confirmed in writing for the relevant Service.

12. Intellectual property

Customer Materials. The Customer retains ownership of its pre-existing trademarks, branding, text, images, drawings, CAD files, specifications, RFQs, data, systems and other materials (“Customer Materials”). It grants NeuraRank a non-exclusive licence to use, copy and adapt those materials only as reasonably needed to provide the Services, meet legal obligations and protect or operate the Services as agreed. The Customer is responsible for the permissions described in clause 10.

NeuraRank materials. NeuraRank retains all rights in its pre-existing and reusable intellectual property, including software, source code, libraries, tools, systems, methods, methodologies, processes, workflows, templates, frameworks, technical architecture, automation logic, algorithms, prompts, know-how, internal documentation and reusable technical components (“NeuraRank Background IP”). These remain NeuraRank's property even when used to create or operate a Deliverable.

Deliverables. “Deliverables” are outputs expressly identified as such in an Order. Once all fees due for the relevant Deliverable have been paid, the Customer may use it for its own business purposes. If the Order expressly assigns ownership of a bespoke Deliverable, that assignment excludes NeuraRank Background IP and third-party materials. Where Background IP is embedded in or needed to use a paid Deliverable, NeuraRank grants the Customer a continuing, non-exclusive licence to use that Background IP only as part of that Deliverable for the Customer's business. Third-party components remain subject to their own licences.

Neither party may publish the other's confidential information. NeuraRank will obtain permission before publicly using an identifiable Customer name, logo, testimonial, case study or confidential performance information.

13. Confidentiality and data protection

Each party will protect the other's non-public commercial, pricing, customer, technical, security, RFQ and business information; use it only for the relevant website interaction or Order; and disclose it only to personnel and providers who need it and are subject to appropriate confidentiality duties. This does not cover information that is public without breach, already lawfully known, independently developed without use of confidential information, or lawfully received from someone else. A party may disclose information where required by law, giving notice where legally permitted.

Each party will comply with data protection law applicable to it. NeuraRank acts as an independent controller for its own enquiries, account administration, service improvement where lawful, security and legal records as described in the Privacy Policy. For some Services, NeuraRank may process personal data on the Customer's documented instructions as processor. The parties' roles and processing details must be identified in the Order; Schedule 1 applies where NeuraRank is a processor.

Customer data, including RFQs, contact information, drawings, files, audit results and Assistant conversations, remains subject to the rights of the Customer and relevant individuals. We do not acquire ownership of Customer data by processing it. Where NeuraRank acts as processor, it handles personal data only as described in Schedule 1 and the applicable Order. Where NeuraRank acts as an independent controller, it uses personal data only for its own purposes and on the lawful bases described in the Privacy Policy.

14. Results, professional responsibility and liability

We undertake the work described in an Order with reasonable care and skill. Our Services are designed to improve relevant visibility, buyer understanding and RFQ processes, but outcomes depend on factors outside our control. We do not guarantee search rankings or positions, traffic, enquiries, RFQ number, quality or value, buyer participation or authenticity, conversion rates, sales, revenue, return on investment, quotation acceptance or contracts. Search engines and external platforms can change how they operate. This does not reduce our duty to perform agreed work with reasonable care and skill.

The Customer and its suitably qualified personnel remain responsible for engineering and manufacturing feasibility, safety, regulatory and quality approvals, technical representations, pricing, quotations, capacity, lead times, accepting work and fulfilling contracts. NeuraRank's information, audits and AI outputs are not professional engineering, safety, legal or regulatory approval.

Neither party excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited. Subject to that, neither party is liable for indirect or consequential loss, or loss of profit, revenue, opportunity, anticipated savings, goodwill or contracts, to the extent permitted by law.

For general use of the website outside a paid Service, and to the extent permitted by law, NeuraRank is not responsible for loss caused solely by reliance on general website information, third-party content or temporary unavailability. This does not limit liability for loss caused by NeuraRank's breach of a duty it owes, negligence, or anything the law does not allow it to exclude.

For each Order, each party's total aggregate liability arising out of or in connection with that Order is capped at the greater of (a) the fees paid or payable for the relevant Services in the 12 months before the event giving rise to the claim and (b) £10,000. This cap applies only to the extent it satisfies applicable statutory reasonableness requirements; it does not apply to liability that cannot lawfully be limited.

Each party will take reasonable steps to limit avoidable loss. Nothing in these Terms limits the Customer's obligation to pay properly due fees.

15. Suspension and termination

Either party may terminate an Order if the other materially breaches it and does not remedy the breach within 30 days after written notice, where the breach can be remedied. A party may terminate immediately by notice for an irremediable material breach, serious unlawful use, or if the other enters administration or liquidation, becomes unable to pay its debts as they fall due, or an equivalent insolvency process makes continued performance inappropriate.

NeuraRank may suspend only the affected Services where reasonably necessary because of material non-payment, serious misuse, a security threat, unlawful activity or a material legal/security risk. Where practicable, we will give notice and a reasonable opportunity to remedy before suspension; immediate action may be taken where needed to protect people, systems or data.

On expiry or termination, the Customer must pay fees for Services performed through the end date, outstanding invoices and approved non-cancellable commitments, and any fees due for an applicable minimum term or notice period. Access to the relevant Services may cease. On written request, and subject to payment and applicable law, we will make Customer data and paid Deliverables available in a reasonable form if they are held and exportable as part of the Service. Each party will return or delete the other's confidential information on request, subject to lawful retention, backups and Schedule 1. Accrued rights and clauses intended to continue—including payment, IP, confidentiality, data protection, liability and general terms—survive.

17. General legal terms

Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, provided it takes reasonable steps to reduce the impact and resumes performance when practicable. This does not excuse payment for Services already performed.

Subcontracting and transfer. NeuraRank may use personnel, contractors and specialist suppliers, while remaining responsible for its contractual obligations. Neither party may transfer an Order without the other's consent, not to be unreasonably withheld, except to an affiliate or successor as part of a genuine reorganisation or sale of substantially all relevant business assets.

Notices and changes. Formal notices may be sent to the business email address in the Order; notices to NeuraRank may be sent to hello@neurarank.uk. A notice is received when no delivery failure is reported and it is sent on a business day, otherwise on the next business day. A change to an Order or these Terms must be agreed in writing by authorised representatives. For an active Order, an updated general version does not vary that Order unless both parties agree or the Order permits the change.

Entire agreement and other terms. These Terms and the accepted Order form the entire agreement about their subject and replace earlier discussions on that subject. Neither party relies on a statement not set out in that agreement, except that nothing excludes liability for fraud or fraudulent misrepresentation. No partnership, employment, joint venture or agency is created. A person who is not a party has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

If a provision is invalid or unenforceable, it will be modified only so far as needed to make it valid or, if that is not possible, severed; the remaining terms continue. A failure or delay to exercise a right is not a waiver. These Terms may be accepted electronically. They are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to any mandatory law.